Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On January 25, 2014, OptimumBank Holdings, Inc. (the Company) received and accepted the resignation of Seth Gillman as a director of the
Company.

Mr. Gillmans resignation was not the result of any disagreement with the Company regarding its operations, policies or practices.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Gillman with a copy of the disclosures contained in
this Current Report on Form 8-K no later than the day of filing this Current Report on Form 8-K with the Securities and Exchange Commission.

At the time
of his resignation, Mr. Gillman served on the Companys Executive, Audit and Compensation Committees. The Board of Directors has appointed Sam Borek, a current director of the Company, to replace Mr. Gillman as a member of these
committees.

For more information contact: Moishe Gubin, Chairman of the Board or Thomas A. Procelli,
Chief Operating Officer at (954) 900-2800

OPTIMUMBANK HOLDINGS ANNOUNCES RESIGNATION OF

INDEPENDENT DIRECTOR

Fort
Lauderdale, FL (January 27, 2014)  OptimumBank Holdings, Inc. (NASDAQ: OPHC), the parent company of OptimumBank (Bank), announced the resignation of Seth Gillman from the Board of Directors, effective January 25, 2014, a
position he has held since September, 2011.

We thank Seth for his past leadership and commitment to OptimumBank and we wish him
success in his future endeavors. He has been an excellent Board member for OptimumBank and OptimumBank Holdings, investing his valuable time, money, talent, passion and wisdom to help make OptimumBank become successful, said Sam Borek, OPHC
and Bank Vice Chairman of the Board. Mr. Borek, a founding director of OptimumBank, will replace Mr. Gillman as the independent director assigned to the Executive, Audit and Compensation Committees.

Moishe Gubin, OptimumBank Chairman of the Board commented, I believe that with our prospective new board members, currently awaiting
regulatory approval, we will have an even stronger directorate heading into 2014, and looking forward to having a profitable year.

The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach
Counties through its executive offices and three branch offices in Broward County, Florida.

This press release includes
forward-looking statements and OptimumBank Holdings, Inc. intends for such statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements describe OptimumBank
Holdings, Inc.s expectations regarding future events. Future events are difficult to predict and are subject to risk and uncertainty which could cause actual results to differ materially and adversely. OptimumBank Holdings, Inc. undertakes no
obligation to revise or amend any forward-looking statements to reflect subsequent events or circumstances.